UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Tradeweb Markets Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.00001 per share
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(Title of Class of Securities)
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892672106
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(CUSIP Number)
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December 31, 2022
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No.
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Page 2 of 5 Pages
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892672106
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Owership Capital B.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Netherlands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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4,168,682
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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5,194,980
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,194,980
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.68%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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(1) Based upon 111,077,443 shares of Class A Common Stock, par value $0.00001 per share of Tradeweb Markets
Inc. (the “Issuer”) outstanding as of October 20, 2022 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 27, 2022.
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CUSIP No.
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Page 3 of 5 Pages
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892672106
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Item 1.
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(a)
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Name of Issuer:
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Tradeweb Markets Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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1177 Avenue of the Americas
New York, NY 10036
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Item 2.
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(a)
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Name of Persons Filing:
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Ownership Capital B.V.
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(b)
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Address of Principal Business Office or, if none, Residence :
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Herengracht 107
Amsterdam, The Netherlands 1015 BE
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(c)
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Citizenship:
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Netherlands
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(d)
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Title of Class of Securities:
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Class A Common Stock, par value $0.00001 per share
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(e)
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CUSIP Number:
892672106
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Item 3.
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If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
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(a)
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[ ] Broker or dealer registered under Section 15 of the Act.
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(b)
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[ ] Bank as defined in Section 3(a)(6) of the Act.
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(c)
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[ ] Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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[ ] Investment company registered under Section 8 of the Investment
Company Act of 1940.
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(e)
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[ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
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(g)
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[ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
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(h)
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[ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act.
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(i)
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[ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act
of 1940.
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CUSIP No.
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Page 4 of 5 Pages
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892672106
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(j)
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[X ] A non-U.S. institution in accordance with Section 240.13d-1(b)(1) (ii)(J).
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(k)
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[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
Ownership Capital B.V. is an investment adviser organized under the laws of Netherlands
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Item 4.
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Ownership.
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(a)
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Amount Beneficially Owned:
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5,194,980
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(b)
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Percent of Class:
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4.68%
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(c)
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Number of Shares as to which the person has:
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(i) sole power to vote or to direct the vote:
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4,168,682
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(ii) shared power to vote or direct the vote:
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0
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(iii) sole power to dispose or direct the disposition of:
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5,194,980
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(iv) shared power to dispose or to direct the disposition of:
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0
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check the following: ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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| Not Applicable |
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CUSIP No.
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Page 5 of 5 Pages
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892672106
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Item 7.
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Identification and Classification of Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
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| Not Applicable |
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Item 8.
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Identification and Classification of Members of the Group.
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| Not Applicable | |||
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Item 9.
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Notice of Dissolution of Group.
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| Not Applicable |
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Item 10.
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Certification:
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By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
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Date: February 13, 2023
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| By: | /s/ Timmo Henseler |
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| Name: |
Timmo Henseler |
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| Title: |
Manager Legal & Compliance |
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